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NOTICE: This opinion is subject to motions for rehearing under Rule 22 as well as formal revision before publication in the New Hampshire Reports. Readers are requested to notify the Reporter, Supreme Court of New Hampshire, One Charles Doe Drive, Concord, New Hampshire 03301, of any editorial errors in order that corrections may be made before the opinion goes to press. Errors may be reported by E-mail at the following address: reporter@courts.state.nh.us. Opinions are available on the Internet by 9:00 a.m. on the morning of their release. The direct address of the court's home page is: http://www.courts.state.nh.us/supreme. THE SUPREME COURT OF NEW HAMPSHIRE ___________________________ Rockingham No. 2011-174 SAY PEASE IV, LLC & a. v. NEW HAMPSHIRE DEPARTMENT OF REVENUE ADMINISTRATION Argued: November 10, 2011 Opinion Issued: March 23, 2012 Casassa and Ryan, of Hampton (John J. Ryan on the brief and orally), for the petitioners. Michael A. Delaney, attorney general (Matthew G. Mavrogeorge, assistant attorney general, on the brief and orally), for the New Hampshire Department of Revenue Administration. HICKS, J. The New Hampshire Department of Revenue Administration (DRA) appeals an order of the Superior Court (McHugh, J.) that reversed DRA's decision assessing a real estate transfer tax against the petitioners, Say Pease, LLC (Say Pease) and Say Pease IV, LLC (Say Pease IV). See RSA 78-B:1 (2003). We affirm.

The parties stipulated to the following facts. Two International Group, LLC (TIG) is a real estate holding company. It owns a ground lease on property near Pease International Tradeport that it wanted to use to secure a $10.5 million mortgage loan. To obtain the loan, TIG's prospective lender required that TIG, and all of its members, be "single purpose bankruptcy remote entities." This requirement would ensure that creditors other than the prospective lender would be unable to reach the property securing the mortgage loan. Say Pease, holder of a 47.5% interest in TIG and its managing member at the time, was not a single purpose bankruptcy remote entity because it held interests in entities other than TIG. To comply with the lender's requirement, the members of Say Pease formed Say Pease IV, a new limited liability company (LLC) with the same members. Say Pease IV's LLC agreement provides that it was "formed for the sole purpose of being a Managing Member and Member of [TIG]" and was not authorized "to engage in any other activity[,] business or undertaking so long as [TIG] shall be indebted under any mortgage or other securitized loan." Next, Say Pease's interest in TIG was transferred to Say Pease IV, and Say Pease IV replaced Say Pease as TIG's managing member. As a result of these transactions, Say Pease IV owned a 47.5% interest in TIG as a sole purpose remote bankruptcy entity, Say Pease held no interest in TIG, and TIG obtained the $10.5 million mortgage loan. Based upon this transfer, DRA issued notices assessing the real estate transfer tax against Say Pease and Say Pease IV. After appealing unsuccessfully through DRA's administrative appeal process, Say Pease and Say Pease IV appealed to the superior court. The parties filed cross-motions for summary judgment, and the trial court reversed DRA's order, ruling that the transfer at issue was not a "[c]ontractual transfer," RSA 78-B:1-a, II (2003), and, therefore, the real estate transfer tax did not apply. See RSA 78-B:1, I(a); RSA 78-B:1-a, V (Supp. 2011). Following our decision in First Berkshire Business Trust v. Commissioner, New Hampshire Department of Revenue Administration, 161 N.H. 176 (2010), DRA moved for reconsideration. The trial court upheld its initial order, and further ruled that the transaction was exempt from the transfer tax as a "[n]oncontractual transfer." RSA 78-B:1-a, III (2003); see RSA 78-B:2, IX (2003). This appeal followed. We review the trial court's rulings on summary judgment by considering the affidavits and other evidence in the light most favorable to the non-moving party. First Berkshire Bus. Trust, 161 N.H. at 179. If this review does not reveal any genuine issues of material fact, i.e., facts that would affect the outcome of the litigation, and if the moving party is entitled to judgment as a

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matter of law, we will affirm. Id. We review the trial court's application of law to the facts de novo. Id. Resolving the issues on appeal requires statutory interpretation. In matters of statutory interpretation, we are the final arbiters of the legislature's intent as expressed in the words of the statute considered as a whole. Id. We review the trial court's statutory interpretation de novo. Id. at 180. When examining the language of a statute, we ascribe the plain and ordinary meaning to the words used. Id. We read words or phrases not in isolation, but in the context of the entire statute and the entire statutory scheme. Id. When the language of a statute is plain and unambiguous, we do not look beyond it for further indications of legislative intent. Id. We construe an ambiguous tax statute against the taxing authority rather than the taxpayer. Id. However, we do not strictly construe statutes that impose taxes, but instead examine their language in light of their purposes and objectives. Id. As an initial matter, the parties disagree about the meaning of a stipulation that "through an Assignment and Consent to Assignment Agreement . . . Say Pease IV, LLC bec[a]me the holder of the 47.50% interest in TIG." DRA contends that this stipulation means Say Pease, as an entity, transferred its interest in TIG to Say Pease IV; the petitioners argue that Say Pease's members, as individuals, made the transfer. Because we ultimately conclude that the transfer was not taxable, we will assume, without deciding, that DRA's position is correct and Say Pease, as an entity, was the transferor. Turning to the assessment of the tax, the parties do not dispute that the transferred interest in TIG is an interest in a real estate holding company and, therefore, presumptively taxable. See RSA 78-B:1-a, V. Indeed, the only issue in the case is whether the transfer is a "[c]ontractual transfer" within the meaning of RSA 78

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